ABSTRACT This study shows the impact of corporate governance on the performance of insurance companies in Nigeria. The empirical result showed that interlocking board membership, firm size and board of director reputational capital are significantly related to insurance firm performance. The study therefore suggests the implementation of compulsory insurance policies as well as good corporate government implement in all the insurance firms. These might enhance both individuals and corporate performances in the insurance sector in Nigeria thereby improving the overall Nigeria economy. More efforts are needed from the regulatory agencies and government in general towards helping the firms grow and manage their costs as their growth will be good for the wider economy. TABLE OF CONTENT TITLE PAGE ii DECLARATION iii CERTIFICATION iv DEDICATION v ACKNOWLEDGEMENT vi TABLE OF CONTENT vii ABSTRACT x CHAPTER ONE:INTRODUCTION 1.1 Background to the Study 1 1.2 Statement of the Research Problem 3 1.3 Research Questions 5 1.4 Objectives of the study 5 1.5 Research Hypotheses 6 1.6 Scope of the Study 6 1.7 Significance of the Study 7 1.8 Limitation of the Study 8 CHAPTER TWO:LITERATURE REVIEW 2.1 Introduction 10 2.2 Conceptual Review 10 2.2.1 Insurance 10 2.2.1.1 Functions of Insurance Firms 12 2.2.2 Insurance Practices in Nigeria 14 2.2.3 Corporative Governance 17 2.2.4 Code of Corporate Governance 18 2.2.5 The Recent Nigerian Code of Corporate Governance (NCCG) 20 2.2.6 Corporate Governance variables 23 2.2.6.1 Board size 23 2.2.6.2 Board independence 24 2.2.6.3 Board Diversity and firm performance 25 2.2.7 Corporate governance and financial performance 26 2.2.7.1 Board size and financial performance 26 2.2.7.2 Board Independence and Financial performance 27 2.2.7.3 Board Gender Diversity and Firm performance 28 2.2.7.4 Interlocking board membership and firm performance 30 2.2.7.5 Board Of Director Reputational Capital and Firm Performance 31 2.2.7.6 Firm Size and Firm Performance 32 2.3 Review of the Theory 33 2.3.1 Theorem of Stewardship 33 2.3.2 Agency Theory 34 2.3.3 Resource-Based Theory 35 2.4 Empirical Analysis 37 2.5 Literature Gap 45 CHAPTER THREE:METHODOLOGY 3.1 Introduction 47 3.2 Research Design 47 3.3 Population 47 3.4 Sample Size and Technique 48 3.5 Sources of Data 48 3.6 Model Specification 48 3.7 Operationalization of Variables 51 3.8 Method of Data Analysis 52 CHAPTER FOUR:ANALYSIS AND DISCUSSION OF DATA 4.1 INTRODUCTION 53 4.1 Descriptive Statistics 53 4.2 Empirical Tests and Results Based on Panel Data Analysis 54 4.2.1 Corporate Governance and Insurance Firms’ Performance 55 4.3 Test of Hypotheses 58 4.4 Discussion of Findings 59 CHAPTER FIVE:SUMMARY OF FINDINGS, RECOMMENDATIONS AND CONCLUSION 5.1 Summary of Findings 60 5.2 Recommendations 61 5.3 Conclusion 62 REFERENCES 63 APPENDICES 74 CHAPTER ONE INTRODUCTION 1.1 Background to the Study Any economy needs the insurance sector since it is a crucial part of the financial system and is in charge of controlling risks for both individuals and businesses. The insurance industry is the cornerstone of risk management in any nation; it promotes economic stability, serves as a vital link in the process of financial intermediation, and offers long-term finance for infrastructure projects (Kiptoo, Kariuki &Ocharo, 2021). Like any other business, insurance businesses are worried about their performance, and better performance not only boosts their market value but also fosters the growth of the sector over time, resulting in overall economic success (Morara&Sibindi, 2021). Equity investors (shareholders), whether they are investing in an insurance company or another kind of business, often do so in anticipation of future returns in the form of dividend payments, which are only possible if the company regularly performs well (Ben Dhiab, 2021). However, a number of factors, such as macroeconomic and industry-specific ones, affect the success of insurance firms. Contrarily, the emphasis of this study is corporate governance, one of the firm-specific characteristics that significantly affects the financial performance of insurance organizations (Abdoush, Hussainey&Albitar, 2022). Basically, bad corporate governance was formerly seen to be a contributing cause to waning investor confidence, financial irresponsibility, and the incidence of corporate criminality, including exaggerated accounting (Cole, Johan & Schweizer, 2021). These incidents have caused corporate governance to receive fresh attention on a worldwide level (Leng, Ozkan, Ozkan&Trzeciakiewicz, 2021; Herbert &Agwor, 2021). The link between sound corporate governance and successful company operations is often emphasized. In order to guarantee that businesses and their finances are managed successfully, it is crucial that the corporate governance code be followed in its entirety, especially with regard to the board position. Al Muhaissen and Alobidyeen, 2022; Torku and Laryea, 2021). Nigerian institutions have collapsed, and corruption, a lack of transparency, and inadequate corporate governance norms have all been cited as causes (Otusanya, 2020). Due to this, investors and the general public in developed and developing nations now see the board of directors as the key factor determining whether a business complies with corporate governance standards or not. Significant Nigerian companies are claimed to have abruptly failed, often as a result of poor board decisions, including Enron Corporation, Tyco International, WorldCom, Parmalat, Oceanic Bank plc, Afribank, Bank PHB, and Cadbury PLC (Okeke, 2022; Rabaia, 2022). Organizations may collapse as a result of ineffective boards and bad corporate governance. Additionally, incompetent boards may cause a corporate run, unemployment, dishonest conduct, and dubious transactions, all of which might harm the viability of the company (Rabaia, 2022). It is important to note that corporate governance solutions seem to have both benefits and drawbacks, making it difficult to pinpoint how each corporate governance model affects the performance of the insurance organization. An insurance business with a large board of directors, for instance, would have more influence over delicate matters and deliberations that have an impact on performance (Batool &Sahi, 2019). On the other side, it is said that smaller boards can make decisions more quickly (Adejare&Aliu, 2020). Corporate governance is anticipated to have an impact on the financial performance of insurance firms, as previously documented in prior research. This is similar to the impact of board independence, which has long been disputed because independent board members are the main cause of what is known as the "agency problem" (Adejare&Aliu, 2020). This study aims to clarify the relationship between corporate governance and the efficiency of Nigerian insurance companies. 1.2 Statement of the Research Problem Liquidity (and liquidity risk) are seen as less relevant factors in enhancing financial performance since the banking industry exchanges money more often than the insurance sector. However, because financial systems are interconnected and can cause a cash crisis, liquidity management is crucial in both the banking and insurance industries. A liquidity shortage can be extremely expensive for insurers because of the cost of meeting liquidity needs as well as the impact on the mismatch between assets and liabilities (Kamau & Njeru, 2017). The assumption that certain factors must have had an influence on insurance company profitability over time is based on the fact that profit as reported in Nigerian insurance enterprises' financial statements has altered over time (Ajao &Ogieriakhi, 2018). In Nigeria, several studies on the impact of corporate governance on bank performance have been conducted (Mohammed, 2019; Ajala, Amuda&Arulogun, 2018; Adegbami, Donald & Ismail, 2020; Adigwe, Nwanna& John, 2019; Agbaeze&Ogosi, 2018). While some research, including those by Mohammed (2021), Adigwe, Nwant to, and John (2019), Okoye, Evbuomwan, Achugamonu, and Aragham (2019), and Agbaeze and Ogosi (2019), reports that corporate governance has a positive impact on bank performance, other research, including that by Ajala, Amuda, and Arulogun (2019), and that by Adegbami, Donald, and Ismail (2018) In addition, the banking sector has received greater attention than the insurance sector. This shows that there is likely a gap in the knowledge about corporate governance and financial performance in Nigerian insurance businesses, given the importance of the insurance sector to the Nigerian economy. In addition to its traditional function of risk management, the insurance market's activities as an intermediary and a provider of risk transfer and indemnification may foster economic growth by facilitating the more effective management of various risks, encouraging capital accumulation and long-term savings, and acting as a conduit for money from policyholders to invest in business opportunities. By examining corporate governance elements such board size, board independence, board diversity, and board meetings, this study aims to further the body of knowledge on the impact of corporate governance on the financial performance of insurance companies. 1.3 Research Questions At the end of this study, it is expected that answers will be proffered to the following questions: i. What is the effect of board gender diversity and firm performance of insurance firms in Nigeria? ii. To what extent does interlocking board membership and firm performance affect the performance of insurance firms in Nigeria? iii. What is the impact of firm size and firm performance on the performance of insurance firms in Nigeria? iv. What is the impact of board of director reputational capital on the performance of insurance firms in Nigeria? 1.4 Objectives of the study The general objective of this study is to examine the relationship between corporate governance and performance of insurance firms in Nigeria. However, the specific objectives are to: i. To determine the effect board gender diversity and firm performance on the performance of insurance firms in Nigeria; ii. To investigate the extent at which interlocking board membership and firm performance affect the performance of insurance firms in Nigeria; iii. To examine the impact of firm size and firm performance on the performance of insurance firms in Nigeria; and iv. To evaluate the impact of board of director reputational capital on firm performance of insurance firms in Nigeria. 1.5 Research Hypotheses The following null hypotheses were formulated to guide the study: H01: Board gender diversity has no significant impact on the financial performance of insurance firms. H02: Interlocking board membership has no significant impact on the financial performance of insurance firms. H03: Firm size has no significant impact on the financial performance of insurance firms H04: Board Of Director reputation capital has no significant impact on the financial performance of insurance firms 1.6 Scope of the Study This study aims to investigate how corporate governance impacts the efficiency of Nigerian insurance companies. Only insurance companies listed on the floor of the Nigerian Exchange Limited will be examined in this research (NGX). The Securities and Exchange Commission (SEC) requires listed insurance businesses to produce their financial statements within a time frame set by the SEC, which, if not met, may result in fines or other regulatory penalties, in order to ensure data consistency and accessibility. From 2016 until 2021, the study will continue. (6 years). The time span was chosen in order to include times before (2016-2018), during (2019), and after the COVID-19 pandemic, ensuring that the study reflects current trends (2020-2021). Given the above, we believe that the Nigerian insurance companies listed on the floor of the Nigerian Exchange Limited serve as examples of other insurance firms that are not listed there. 1.7 Significance of the Study The goal of this study is to provide empirical evidence about the effect of corporate governance on the financial success of Nigerian insurance companies. The parties listed below stand to benefit the most from the study: Management: In order to improve insurance firm performance and execute corporate governance strategies that would improve firm performance, management would benefit from using the research to analyze the influence of corporate governance on insurance company performance. Investors: The study will inform investors in Nigeria Exchange Limited (NGX) on how corporate governance affects financial performance, empowering them to protect their money and direct it toward the smartest and most practical investments that would provide long-term benefits. Policymakers: In order to take the necessary steps to prevent catastrophes like the collapse of an insurance business, which might be the result of poor corporate governance standards, the government will be interested in discovering whether firms operate well or fail to do so. Insured: More specifically, the insured are concerned about the ability of insurance companies to uphold their obligations in light of the performance metrics of their respective companies. As a result, they will gain knowledge from this research regarding how corporate governance affects the financial performance of insurance firms. Academics and researchers: The findings of this research add to the body of knowledge by highlighting the importance of corporate governance in influencing the financial performance of Nigeria's listed insurance enterprises. Finally, the findings of the study may be used to guide future investigations. 1.8 Limitation of the Study The study's main flaw is the issue with data reliability. Such differences in variable values caused by the data sources used constituted a significant constraint to the research's results since the study relied on secondary data. However, as these sources are more dependable in Nigeria and across the world, this constraint will be minimized by relying as much as possible on data from the Nigeria Exchange Limited fact book and annual reports of certain insurance firms in Nigeria. In addition, there are issues with the panel least squares (PLS) econometric method used in data analysis. Preliminary tests including the Panel unit root test, correlation coefficient, and descriptive statistics are used to reduce errors and weaknesses. ?